sv8
As
filed with the Securities and Exchange Commission on December 13, 2005
333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Canadian Imperial Bank of Commerce
(Exact name of Registrant as specified in its charter)
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Canada
(State or other jurisdiction of
incorporation or organization)
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13-1942440
(I.R.S. Employer Identification Number) |
Commerce Court
Toronto, Ontario
Canada, M5L 1A2
(416) 980-2211
(Address, including zip code, of Registrant’s principal executive office)
CIBC World Markets Incentive Savings Plan for United States Employees
(Full title of the Plans)
Michael G. Capatides
Executive Vice-President and General Counsel
425 Lexington Avenue
New York, New York, 10017
(212) 667-8301
(Name, address, including zip code, and telephone number, including area code, of Registrant’s agent for service)
Copies to:
Edward S. Best
Mayer, Brown, Rowe & Maw LLP
71 South Wacker Drive
Chicago, Illinois 60606
(312) 782-0600
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| CALCULATION OF REGISTRATION FEE |
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Proposed |
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Proposed |
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Maximum |
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Maximum |
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Amount to be |
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Offering Price |
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Aggregate |
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Amount of |
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Title of Securities to be Registered |
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Registered(1) |
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Per Share(2) |
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Offering Price |
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Registration Fee |
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Common shares, without par value |
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200,000 |
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$65.25 |
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$13,050,000 |
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$1,397 |
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The number of Common Shares being registered hereby shall be adjusted to include any
additional shares which may become issuable as a result of stock splits, stock dividends or
similar transactions in accordance with the provisions of the plans described herein. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of plan interests to be offered pursuant to the
employee benefit plans described herein. |
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Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, the proposed maximum
offering price per share, the proposed maximum aggregate offering price and the amount of
registration fee have been computed on the basis of the average of the high and low prices of
the Common Stock reported on the New York Stock Exchange Composite
Tape on December 12, 2005. |
TABLE OF CONTENTS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Canadian Imperial Bank of Commerce (the “Bank” or
“Registrant”) or the CIBC World Markets Incentive Savings Plan for United States Employees (the
“Plan”) with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by
reference in this Registration Statement.
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(a) |
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The Bank’s Annual Report on Form 40-F for the fiscal year ended October 31,
2005, which contains audited financial statements for the Registrant’s latest fiscal
year for which such statements have been filed. |
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(b) |
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The description of the Bank’s Common Shares contained in the Bank’s
Registration Statement on Form 40-F filed on September 3, 1997. |
All documents filed by the Bank or the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, (the “Act”) after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 8. Exhibits.
23.1 Consent of Ernst & Young LLP
24.1 Powers of Attorney.
99.1 CIBC World Markets Incentive Savings Plan for United States Employees
99.2
Amendment No.1 to CIBC World Markets Incentive Savings Plan for United States Employees
99.3
Amendment No.2 to CIBC World Markets Incentive Savings Plan for United States Employees
99.4
Amendment No.3 to CIBC World Markets Incentive Savings Plan for United States Employees
99.5
Amendment No.4 to CIBC World Markets Incentive Savings Plan for United States Employees
99.6
Amendment No.5 to CIBC World Markets Incentive Savings Plan for United States Employees
99.7
Amendment No.6 to CIBC World Markets Incentive Savings Plan for United States Employees
99.8
Amendment No.7 to CIBC World Markets Incentive Savings Plan for United States Employees
99.9
Amendment No.8 to CIBC World Markets Incentive Savings Plan for United States Employees
99.10
Amendment No.9 to CIBC World Markets Incentive Savings Plan for United States Employees
99.11
Amendment No.10 to CIBC World Markets Incentive Savings Plan for United States Employees
99.12
Amendment No.11 to CIBC World Markets Incentive Savings Plan for United States Employees
99.13
Amendment No.12 to CIBC World Markets Incentive Savings Plan for United States Employees
99.14
Amendment No.13 to CIBC World Markets Incentive Savings Plan for United States Employees
99.15
Amendment No.14 to CIBC World Markets Incentive Savings Plan for United States Employees
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With respect to the CIBC World Markets Incentive Savings Plan for United States Employees,
in lieu of the opinion of counsel or determination letter contemplated by Item 601(b) (5) of
Regulation S-K, the Registrant hereby undertakes that it will submit or has submitted the
CIBC World Markets Incentive Savings Plan for United States Employees, and any amendments
thereto, to the Internal Revenue Service (“IRS”) in a timely manner and has made or will
make all changes required by the IRS in order to quality the Plan under Section 401 of the
Internal Revenue Code of 1986, as amended. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Toronto, Ontario,
Canada on the 12th day of December,
2005.
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CANADIAN IMPERIAL BANK OF COMMERCE
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By: |
/s/ Michael
G. Capatides |
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Name: Michael
G. Capatides |
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Title: Executive Vice President
& General Counsel
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities
indicated on December 12, 2005.
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Title |
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Gerald T. McCaughey |
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President and Chief Executive
Officer (Principal Executive Officer) |
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Tom D. Woods |
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Senior Executive Vice President and
Chief Financial Officer (Principal
Financial Officer) |
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Francesca Shaw |
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Senior Vice President and Chief
Accountant (Principal Accounting
Officer) |
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Brent S. Belzberg |
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Director |
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Jalynn H. Bennett |
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Director |
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Gary F. Colter |
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Director |
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Pat M. Delbridge |
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Director |
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William L. Duke |
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Director |
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Ivan E.H. Duvar |
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Director |
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William Etherington |
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Director |
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A.L. Flood |
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Director |
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Margot A. Franssen |
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Director |
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Honourable Gordon D. Giffin |
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Director |
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Honourable James A. Grant |
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Director |
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Linda S. Hasenfrantz |
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Director |
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John S. Lacey |
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Director |
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Honourable John Manley |
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Director |
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Charles Sirios |
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Director |
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| Signature |
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Title |
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Stephen G. Snyder |
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Director |
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Cynthia M. Trudell |
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Director |
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Ronald W. Tysoe |
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Director |
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| /s/ Michael
G. Capatides
Michael G. Capatides |
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Authorized U.S. Representative |
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* By: |
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/s/ Michael
G. Capatides |
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Attorney-in-fact |
Pursuant to the requirements of the Securities Act of 1933, as amended, the appropriate person
(or other persons who administer the CIBC World Markets Incentive Savings Plan for United States
Employees) has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Toronto, Ontario, Canada
on the 12th day of December, 2005.
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By: |
/s/ Bala Ayyal |
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Name: |
Bala Ayyal |
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Title: Member
of the US Benefits Committee |
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4
INDEX TO EXHIBITS
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| Exhibit Number |
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Description |
23.1
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Consent of Ernst & Young LLP |
24.1
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Powers of Attorney. |
99.1
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CIBC World Markets Incentive Savings Plan for United States Employees |
99.2
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Amendment No.1 to CIBC World Markets Incentive Savings Plan for United States Employees |
99.3
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Amendment No.2 to CIBC World Markets Incentive Savings Plan for United States Employees |
99.4
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Amendment No.3 to CIBC World Markets Incentive Savings Plan for United States Employees |
99.5
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Amendment No.4 to CIBC World Markets Incentive Savings Plan for United States Employees |
99.6
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Amendment No.5 to CIBC World Markets Incentive Savings Plan for United States Employees |
99.7
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Amendment No.6 to CIBC World Markets Incentive Savings Plan for United States Employees |
99.8
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Amendment No.7 to CIBC World Markets Incentive Savings Plan for United States Employees |
99.9
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Amendment No.8 to CIBC World Markets Incentive Savings Plan for United States Employees |
99.10
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Amendment No.9 to CIBC World Markets Incentive Savings Plan for United States Employees |
99.11
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Amendment No.10 to CIBC World Markets Incentive Savings Plan for United States Employees |
99.12
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Amendment No.11 to CIBC World Markets Incentive Savings Plan for United States Employees |
99.13
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Amendment No.12 to CIBC World Markets Incentive Savings Plan for United States Employees |
99.14
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Amendment No.13 to CIBC World Markets Incentive Savings Plan for United States Employees |
99.15
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Amendment No.14 to CIBC World Markets Incentive Savings Plan for United States Employees |
5